Form 8-K

8-K — Evolution Metals & Technologies Corp.

Accession: 0001213900-26-101116

Filed: 2026-09-18

Period: 2026-09-17

CIK: 0001866226

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0305908-8k_evolution.htm (Primary)

EX-4.1 — FIRST CLOSING DEBENTURE (ea030590801ex4-1.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT (ea030590801ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT (ea030590801ex10-2.htm)

EX-10.3 — GUARANTY AGREEMENT (ea030590801ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0305908-8k_evolution.htm · Sequence: 1

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0001866226

2026-09-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities

Exchange Act of 1934

Date of report (Date of earliest event reported):

September 17, 2026

Evolution Metals & Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-41183

87-1006702

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

4040 NE 2nd Ave, Suite 349

Miami, Florida 33137

(Address and zip code of principal executive offices)

561-225-3205

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

EMAT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Securities Purchase Agreement and Convertible

Debentures

On September 17, 2026, Evolution Metals &

Technologies Corp. (“EMAT” or the “Company”) entered into a Securities Purchase Agreement (the “Securities

Purchase Agreement”) with YA II PN, LTD. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, pursuant to

which the Company agreed to issue and sell to Yorkville convertible debentures in the aggregate principal amount of $30,927,835 (the “Convertible

Debentures” and each a “Convertible Debenture”), which will be convertible into shares of the Company’s common

stock, par value $0.0001 per share (the “Common Stock,” and as converted, the “Conversion Shares”).

The first Convertible Debenture (the “First

Debenture”) in the principal amount of $22,000,000 was issued on September 17, 2026. The second Convertible Debenture in the principal

amount of $2,000,000 is expected to be issued upon the filing with the Securities and Exchange Commission of the Registration Statement,

as such term is defined below, which the Company has agreed to file pursuant to the Registration Rights Agreement, as such term is defined below, and the

third Convertible Debenture in the principal amount of $6,927,835 is expected to be issued upon effectiveness of the Registration Statement.

Each Convertible Debentures will have a purchase

price equal to 97% of principal amount thereunder. Each Convertible Debenture is convertible into Conversion Shares at a conversion price

equal to the lower of $5.02 (the “Fixed Price”) or (b) 95% of the lowest daily volume-weighted average price (“VWAP”)

of the shares during the 5 consecutive trading days immediately prior to each conversion date, but not lower than a floor price.

The Company shall not issue any Conversion Shares

upon conversion of the Convertible Debentures held by Yorkville if the issuance of such Conversion Shares would exceed the aggregate number

of Common Stock that the Company may issue in compliance with the Company’s obligations under the rules or regulations of the Nasdaq

Stock Market (the “Exchange Cap”). The Exchange Cap will not apply if the Company obtains the approval of its stockholders

as required by the applicable rules of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount. In addition, no

conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related

parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion,

subject to certain adjustments.

The First Debenture bears interest at an annual

rate of 4.0%, unless an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual

rate of 18.0%. The Convertible Debentures will mature on September 17, 2028.

The Company will not be required to make monthly

cash payments pursuant to the Convertible Debentures unless an Amortization Event, as such term is defined below, has occurred and then

the Company will make monthly cash payments each month until the entire outstanding amount under the Convertible Debentures have been

repaid. An “Amortization Event” means (i) the VWAP of the Company’s Common Stock is lower than the floor price for any

five of seven consecutive trading days, (ii) the Company has issued in excess of 99% of the Common Stock available under the Exchange

Cap or (iii) Yorkville is unable to use the Registration Statement for a period of 10 consecutive trading

days.

The monthly cash payments will be in an amount

equal to 1/5 of the original principal amount (or the outstanding principal amount of the Convertible Debentures if lower than such amount),

plus a payment premium of 5% and all accrued and unpaid interest as of the date of such payment. Such Amortization Event payments will

commence 7 trading days following the Amortization Event.

The Securities Purchase Agreement includes customary

registration rights, investor protections, and provisions governing trading activity, including limitations on short selling. The Company

intends to use the proceeds from the facility for general corporate purposes, including supporting the expansion of its operations and

development initiatives.

The foregoing description of the Securities Purchase

Agreement, the First Debenture and the Convertible Debentures does not purport to be complete and is qualified in its entirety by reference

to the full text of the Securities Purchase Agreement and the First Debenture, which are

filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K, and the form of Convertible Debenture, which is filed

as Exhibit A to the Securities Purchase Agreement filed as Exhibit 10.1 hereto, each of which is incorporated herein by reference.

Registration Rights Agreement

On September 17, 2026, pursuant to the

Securities Purchase Agreement, the Company and Yorkville entered into a Registration Rights Agreement (the “Registration

Rights Agreement”) pursuant to which Yorkville is entitled to certain registration rights under the Securities Act of 1933, as

amended (the “Securities Act”). Pursuant to the Registration Rights Agreement, the Company is required to, on or prior

to the 30th calendar day following the date of the Securities Purchase Agreement, and after the registration statement on Form S-1

filed by the Company on September 8, 2026 (Registration No. 333-298787) having been declared effective by the Securities and

Exchange Commission “SEC”), file with the SEC a registration statement on Form S-1 (the “Registration

Statement”) registering the resale by Yorkville of the Conversion Shares. Under the Registration Rights Agreement, Yorkville

was also granted piggyback registration rights under certain conditions as described in the Registration Rights Agreement.

The foregoing description of the Registration

Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which

is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Guaranty Agreement

On September 17, 2026, pursuant to the Securities

Purchase Agreement, the Company and Yorkville entered into a Global Guarantee Agreement (the “Global Guarantee Agreement”),

pursuant to which, the Company’s subsidiaries agreed to guarantee all of the Company’s obligations under the Convertible Debentures.

The foregoing description of the Global Guarantee

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each such agreement, which

is filed as Exhibits 10.3, to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 is

incorporated herein by reference.

Item 3.02 Unregistered Sales of

Equity Securities.

The information contained

in Item 1.01 is incorporated herein by reference. The issuance of the Convertible Debentures and the Conversion Shares will be exempt

from registration pursuant to Section 4(a)(2) of the Securities Act. Yorkville represented to the Company that it is an “accredited

investor” as defined in Rule 501 of the Securities Act and that each of the Convertible Debentures and the Conversion Shares will

be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of the federal securities laws, including within the meaning of the “safe harbor” provisions

of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or

the future financial or operating performance of EMAT and may include, without limitation, statements regarding EMAT’s strategy,

business plans, growth opportunities, projected financial information, expected production capacities, anticipated market demand, regulatory

developments, and other future events or conditions. In some cases, you can identify forward-looking statements by terminology such as

“may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”

“believe,” “predict,” “potential,” “plan,” “project,” “target,”

“forecast,” or the negatives of these terms or variations of them or similar terminology. These forward-looking statements

are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could

cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties

include, but are not limited to, EMAT’s ability to execute its business plan, obtain financing, construct and scale facilities,

secure feedstock and offtake agreements, obtain necessary permits and regulatory approvals, manage supply chain disruptions, respond to

competitive pressures, address geopolitical and macroeconomic risks, and other risks described in EMAT’s filings with the U.S. Securities

and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EMAT undertakes no

obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except

as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.

Description

4.1

First Closing Debenture

10.1

Securities Purchase Agreement

10.2

Registration Rights Agreement

10.3

Guaranty Agreement

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 18, 2026

Evolution Metals & Technologies Corp.

By:

/s/ Christopher Clower

Name:

Christopher Clower

Title:

Chief Financial Officer and Chief Operating Officer

EX-4.1 — FIRST CLOSING DEBENTURE

EX-4.1

Filename: ea030590801ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS DEBENTURE NOR THE SECURITIES

INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED

IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

EVOLUTION

METALS & TECHNOLOGIES CORP.

Convertible

Debenture

Original Principal Amount:

$22,000,000

Issuance Date: September 17, 2026

Number: EMAT-3

FOR VALUE RECEIVED, EVOLUTION

METALS & TECHNOLOGIES CORP., an entity organized under the laws of Delaware (the “Company”), hereby promises to

pay to the order of YA II PN, LTD., or its registered assigns (the “Holder”) the amount set out above as the Original

Principal Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise,

the “Principal”) and the Payment Premium, as applicable, in each case when due, and to pay interest (“Interest”)

on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the

“Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion,

redemption or otherwise (in each case in accordance with the terms hereof). The Issuance Date is the date of the first issuance of this

Convertible Debenture (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, this

“Debenture”) regardless of the number of transfers and regardless of the number of instruments, which may be issued

to evidence such Debenture. This Debenture was originally issued pursuant to the Securities Purchase Agreement dated as of September 17,

2026, between the Company and the Buyers listed on the Schedule of Buyers attached thereto (as it may be amended from time to time, the

“Securities Purchase Agreement”). Certain capitalized terms used herein are defined in Section (12).

(1) GENERAL

TERMS

(a) Maturity

Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued

and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The “Maturity Date” shall

be September 17, 2028, as may be extended at the option of the Holder.

(b) Interest

Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 4.00% (“Interest

Rate”), which Interest Rate shall increase to an annual rate of 18.00% upon the occurrence of an Event of Default (for so long

as such event remains uncured). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent

permitted by applicable law.

Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event has occurred,

then the Company shall make monthly cash payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on

the same day of each successive Calendar Month until the entire outstanding amounts shall have been repaid. Each monthly cash payment

shall be in an amount equal to the sum of (i) $4,400,000 of Principal on this Debenture (or the outstanding Principal, if less than such

amount (the “Amortization Principal Amount”), plus (ii) the Payment Premium in respect of such Amortization

Principal Amount, plus (iii) all accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to

make monthly cash payments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at

any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 10th consecutive Trading Day

that the daily VWAP is greater than the Floor Price then in effect, (B) in the event of an Exchange Cap Event, the date the Company has

obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/or the Exchange Cap no longer applies,

or (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able

to resell the Common Shares issuable upon conversion of this Debenture in accordance with Rule 144 under the Securities Act, unless a

subsequent Amortization Event occurs.

(d) Optional

Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”)

early a portion or all amounts outstanding under this Debenture as described in this Section; provided, that the Company provides

the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which

Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be

given if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise

agreed by the Holder. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Debenture to be redeemed

and the Redemption Amount. The “Redemption Amount” shall be an amount equal to (a) the outstanding Principal balance

being redeemed by the Company plus (b) the Payment Premium in respect of such Principal amount plus (c) all accrued and

unpaid interest hereunder as of the date of such redemption. After receipt of a Redemption Notice, the Holder shall have ten (10) Trading

Days (beginning with the Trading Day immediately following the date such Redemption Notice is delivered to the Holder in accordance with

this term of this Section 1(d)) to elect to convert all or any portion of this Debenture. On the eleventh (11th) Trading Day

following the delivery of the applicable Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect

to the Principal amount redeemed to the extent not converted and otherwise after giving effect to conversions or other payments made during

such ten (10) Trading Day period.

(e) Other

than as specifically set forth in this Debenture, the Company shall not have the ability to make any early repayments without the consent

of or at the request of the Holder.

(f) Payment

Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made

on the next succeeding Business Day.

(2) EVENTS

OF DEFAULT.

(a) An

“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it

shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,

rule or regulation of any administrative or governmental body) shall have occurred:

(i) The

Company’s failure to pay to the Holder any amount of Principal, Redemption Amount, Payment Premium, Interest, or other amounts when and

as due under this Debenture or any other Transaction Document and within five (5) Trading Days after such payment is due;

(ii) (A)

The Company or any Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the

Company, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or

the Company or any Subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,

relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating

to the Company or any Subsidiary of the Company, in any such bankruptcy, insolvency or other proceeding which remains undismissed for

a period of sixty one (61) days; (B) the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; (C) any order

of relief or other order approving any such case or proceeding is entered; (D) the Company or any Subsidiary of the Company suffers any

appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which

continues undischarged or unstayed for a period of sixty one (61) days; (E) the Company or any Subsidiary of the Company makes a general

assignment of all or substantially all of its assets for the benefit of creditors; (F) the Company or any Subsidiary of the Company shall

fail to pay, shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (G) the Company

or any Subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring

of its debts; (H) the Company or any Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval

of or acquiescence in any of the foregoing; or (I) any corporate or other action is taken by the Company or any Subsidiary of the Company

for the purpose of effecting any of the foregoing;

(iii) The

Company or any Subsidiary of the Company shall (A) default in any of its obligations under any note, debenture, mortgage, credit agreement

or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may

be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company

or any Subsidiary of the Company in an amount exceeding $2,500,000, whether such indebtedness now exists or shall hereafter be created

and such default is not cured within the time prescribed by the documents governing such indebtedness or if no time is prescribed, within

thirty (30) Trading Days, and as a result, such indebtedness becomes or is declared due and payable, or (B) receive any demand for payment,

notice of default, acceleration notice, or litigation filing relating to an Anchor Investor Obligation or an Appraisal Rights Obligation;

(iv) A

final judgment or judgments for the payment of money in excess of $2,500,000 in the aggregate are rendered against the Company and/or

any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed

pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which

is covered by insurance or an indemnity from a creditworthy party shall not be included in calculating the $2,500,000 amount set forth

above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement

shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company

or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within sixty (60) days of the issuance

of such judgment;

(v) The

Common Shares shall cease to be quoted or listed for trading, as applicable, on any Principal Market for a period of ten (10) consecutive

Trading Days;

(vi) The

Company or any Subsidiary of the Company shall be a party to any Change of Control Transaction unless in connection with such Change of

Control Transaction this Debenture is retired;

(vii) The

Company’s (A) failure to deliver the required number of Common Shares to the Holder within two (2) Trading Days after the applicable

Share Delivery Date or (B) notice, written or oral, to any holder of the Debenture, including by way of public announcement, at any time,

of its intention not to comply with a request for conversion of all or a portion of this Debenture into Common Shares that is tendered

in accordance with the provisions of this Debenture;

(viii) The

Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined below) within five (5) Business Days

after such payment is due;

(ix) The

Company’s failure to timely file with the Commission any Periodic Report on or before the due date of such filing as established

by the Commission, it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under

Rule 12b-25 under the Exchange Act;

(x) Any

representation or warranty made or deemed to be made by or on behalf of the Company in or in connection with any Transaction Document,

or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such representation

or warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect) when made or deemed

made;

(xi) (A)

Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly

permitted hereunder or thereunder, ceases to be in full force and effect; (B) the Company or any other Person contests in writing the

validity or enforceability of any provision of any Transaction Document; or (C) the Company denies in writing that it has any or further

liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than in accordance with the

relevant termination provisions) or rescind any Transaction Document;

(xii) The

Company uses the proceeds of the issuance of this Debenture, whether directly or indirectly, and whether immediately, incidentally or

ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board,

as in effect from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for

the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose;

(xiii) Any

Event of Default (as defined in the Other Debentures or in any Transaction Document other than this Debenture) occurs with respect to

any Other Debentures, or any breach of any material term of any other debenture, note, or instrument held by the Holder in the Company

or any agreement between or among the Company and the Holder; or

(xiv) The

Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material breach

or default of any provision of this Debenture (except as may be otherwise covered by Sections (2)(a)(i) through (2)(a)(xiii) hereof) or

any other Transaction Document, which is not cured or remedied within the time prescribed or if no time is prescribed within thirty (30)

Business Days.

(b) During

the time that any portion of this Debenture is outstanding, if any Event of Default has occurred (other than an event with respect to

the Company described in Section (2)(a)(ii)), the full unpaid Principal amount of this Debenture and all interest and other amounts owing

in respect of this Debenture to the date of acceleration, shall become, at the Holder’s election given by notice pursuant to Section (5),

immediately due and payable in cash; provided that, in the case of any event with respect to the Company described in Section (2)(a)(ii),

the full unpaid Principal amount of this Debenture and all accrued and unpaid interest and other amounts owing in respect of this Debenture

to the date of acceleration, shall automatically become due and payable, in each case without presentment, demand, protest or other notice

of any kind, all of which are hereby waived by the Company. Furthermore, in addition to any other remedies, the Holder shall have the

right (but not the obligation) to convert, on one or more occasions all or part of the Debenture in accordance with Section (3) (and subject

to the limitations set out in Section (3)(c)(i) and Section (3)(c)(ii)) at any time after an Event of Default has occurred and is continuing

until all amounts outstanding under this Debenture have been repaid in full. The Holder need not provide, and the Company hereby waives,

any presentment demand, protest or other notice of any kind (other than any required notice of conversion), and the Holder may immediately

enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration

may be rescinded and annulled by the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect

any subsequent Event of Default or impair any right consequent thereon.

(3) CONVERSION OF

DEBENTURE. This Debenture shall be convertible into Common Shares, on the terms and conditions set forth in this Section

(3).

(a) Conversion

Right. Subject to the limitations of Section (3)(c), at any time or times on or after the Issuance Date, the Holder shall be entitled

to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable Common Shares in accordance with

Section (3)(b), at the Conversion Price. The number of Common Shares issuable upon conversion of any Conversion Amount pursuant to this

Section (3)(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The Company shall not issue any

fraction of a Common Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the

issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the

nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance

and delivery of Common Shares upon conversion of any Conversion Amount.

(b) Mechanics

of Conversion.

(i) Optional

Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall

(A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed

notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B)

if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the

Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss,

theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice (the “Share

Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of

the Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast

Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder

shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or

(Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address

as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for

the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required

pursuant to rules and regulations of the Commission. If this Debenture is physically surrendered for conversion and the outstanding Principal

of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable

and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder

a new Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable

upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission

of a Conversion Notice.

(ii) Company’s

Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery

Date to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares

to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (a “Conversion Failure”), and

if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction

of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”),

then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash

to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses,

if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver

such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate

or certificates representing such Common Shares to which the Holder is entitled with respect to such Conversion Notice and pay cash to

the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares, multiplied

by (B) the Closing Price on the Conversion Date.

(iii) Book-Entry.

Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms

hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented

by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included

in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company

shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method,

reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon any conversion.

on Conversions.

(i) Beneficial

Ownership. The Holder shall not have the right to convert any portion of this Debenture to the extent that after giving effect to

such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d)

of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of Common Shares outstanding immediately after

giving effect to such conversion. Since the Holder will not be obligated to report to the Company the number of Common Shares it may hold

at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of Common Shares in excess of 4.99%

of the then outstanding Common Shares without regard to any other shares which may be beneficially owned by the Holder or an affiliate

thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit

any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies,

the determination of which portion of the Principal amount of this Debenture is convertible shall be the responsibility and obligation

of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this Debenture that, without regard to any other

shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder,

the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted to be converted

on such Conversion Date in accordance with Section (3)(a) and, any Principal amount tendered for conversion in excess of the permitted

amount hereunder shall remain outstanding under this Debenture. The provisions of this Section may be waived by a Holder (but only as

to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any

such waiver.

(ii) Principal

Market Limitation. Notwithstanding anything in this Debenture to the contrary, the Company shall not issue any Common Shares upon

conversion of this Debenture, or otherwise, if the issuance of such Common Shares, together with any Common Shares issued in connection

with any other related transactions that may be considered part of the same series of transactions, would exceed the aggregate number

of Common Shares that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations

of the Nasdaq Stock Market LLC (“Nasdaq”) and shall be referred to as the “Exchange Cap,” except

that such limitation shall not apply if the Company’s stockholders have approved such issuances on such terms in excess of the Exchange

Cap in accordance with the rules and regulations of Nasdaq.

(d) Other

Provisions.

(i) All

calculations under this Section (3) shall be rounded to the nearest $0.0001 or whole share.

(ii) So

long as this Debenture remains outstanding, the Company shall have reserved from its duly authorized share capital, and shall have instructed

the Transfer Agent to irrevocably reserve, the maximum number of Common Shares issuable upon conversion of this Debenture (assuming for

purposes hereof that (x) this Debenture is convertible at the Floor Price as of the date of determination, and (y) any such conversion

shall not take into account any limitations on the conversion of the Debenture set forth herein or therein (the “Required Reserve

Amount”)), provided that at no time shall the number of Common Shares reserved pursuant to this Section (3)(d)(ii) be reduced

other than pursuant to the conversion of this Debenture and the Other Debentures in accordance with their terms, and/or cancellation,

or reverse stock split. If at any time while this Debenture or any Other Debentures remain outstanding, the Company does not have a sufficient

number of authorized and unreserved Common Shares to satisfy the obligation to reserve for the issuance the Required Reserve Amount, the

Company will promptly take all corporate action necessary to propose to a meeting of its shareholders an increase of its authorized share

capital necessary to meet the Company’s obligations pursuant to this Debenture, and cause its board of directors to recommend to the shareholders

that they approve such proposal.

(iii) Nothing

herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (2) herein for the Company’s

failure to deliver certificates representing Common Shares upon conversion within the period specified herein and such Holder shall have

the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or

injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit

the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(iv) Legal

Opinions. The Company is obligated to cause its legal counsel to deliver legal opinions to the Company’s transfer agent in connection

with any legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares may bear legends

restricting the transfer thereof. To the extent a legal opinion is not provided (either timely or at all), then, in addition to being

an Event of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection

with any legal opinions paid for by the Holder in connection with the sale or transfer of the Underlying Shares. The Holder shall notify

the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder

shall be paid by the Company with reasonable promptness.

(e) Adjustment

of Conversion Price upon Subdivision or Combination of Common Shares. If the Company, at any time while this Debenture is outstanding,

shall (i) pay a stock dividend or otherwise make a distribution or distributions on its shares of Common Shares or any other equity

or equity equivalent securities payable in Common Shares, (ii) subdivide outstanding Common Shares into a larger number of shares, (iii)

combine (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (iv) issue by reclassification

of Common Shares any shares of capital stock of the Company, then each of the Fixed Price and the Floor Price shall be multiplied by a

fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding before such event

and of which the denominator shall be the number of Common Shares outstanding after such event. Any adjustment made pursuant to this Section

shall become effective, in the case of a dividend distribution, immediately after the record date for the determination of stockholders

entitled to receive such dividend or distribution or, in the case of a subdivision, combination or re-classification, and shall become

effective immediately after the effective date of such subdivision, combination or re-classification.

(f) Adjustment

of Conversion Price upon Issuance of Common Shares. If the Company, at any time while this Debenture is outstanding, issues or sells

any Common Shares or Convertible Securities (other than shares issued or sold by the Company in connection with any Excluded Securities),

for a consideration per share (the “New Issuance Price”) less than a price equal to the Fixed Price in effect immediately

prior to such issue or sale (such price the “Applicable Price”) (the foregoing a “Dilutive Issuance”),

then immediately after such Dilutive Issuance the Fixed Price then in effect shall be reduced to an amount equal to the New Issuance Price.

For the purposes hereof, if the Company in any manner issues or sells any Convertible Securities (other than shares issued or sold by

the Company in connection with any Excluded Securities) and the lowest price per share for which one Common Share is issuable upon such

conversion or exchange or exercise thereof is less than the Applicable Price, then such Common Share shall be deemed to be outstanding

and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per

share. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Share upon conversion or exchange

or exercise of such Convertible Securities.

(g) Other

Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental

Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to or in exchange

for Common Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will

thereafter have the right to receive upon a conversion of this Debenture, at the Holder’s option, (i) in addition to the Common Shares

receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such Common

Shares had such Common Shares been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations

or restrictions on the convertibility of this Debenture) or (ii) in lieu of the Common Shares otherwise receivable upon such conversion,

such securities or other assets received by the holders of Common Shares in connection with the consummation of such Corporate Event in

such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights for the

form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate with the Conversion

Price. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required Holders. The provisions

of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations

on the conversion or redemption of this Debenture.

(h) Whenever

the Conversion Price is adjusted pursuant to Section 3(e) or 3(f) hereof, the Company shall promptly provide the Holder with a written

notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(i) In

case of any (1) merger or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale by the

Company or any Subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions,

a Holder shall have the right to (A) exercise any rights under Section (3)(f), (B) convert the aggregate amount of this Debenture then

outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common

Shares following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to

receive such amount of securities, cash and property as the Common Shares into which such aggregate Principal amount of this Debenture

could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger

or consolidation, require the surviving entity to issue to the Holder a convertible debenture with a Principal amount equal to the aggregate

Principal amount of this Debenture then held by such Holder, plus all accrued and unpaid Interest and other amounts owing thereon, which

such newly issued convertible debenture shall have terms identical (including with respect to conversion) to the terms of this Debenture,

and shall be entitled to all of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant

to which this Debenture was issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible

preferred stock or convertible debentures shall be based upon the amount of securities, cash and property that each Common Share would

receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction.

The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive

the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall

similarly apply to successive such events.

(4) REISSUANCE

OF THIS DEBENTURE.

(a) Transfer.

If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith

issue and deliver upon the order of the Holder a new Debenture (in accordance with Section (4)(d)), registered in the name of the registered

transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid Interest

thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in accordance with Section (4)(d))

to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Debenture,

acknowledge and agree that, by reason of the provisions of Section (3)(b)(iii) following conversion or redemption of any portion of this

Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture.

(b) Lost,

Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,

destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the

Holder to the Company in customary form and substance and, in the case of mutilation, upon surrender and cancellation of this Debenture,

the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section (4)(d)) representing the outstanding Principal.

Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal

office of the Company, for a new Debenture or Debentures (in accordance with Section (4)(d)) representing in the aggregate the outstanding

Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by

the Holder at the time of such surrender.

(d) Issuance

of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture

(i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining

outstanding (or in the case of a new Debenture being issued pursuant to Section (4)(a) or Section (4)(c), the Principal designated by

the Holder which, when added to the Principal represented by the other new Debentures issued in connection with such issuance, does not

exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have

an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall

have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

(5) NOTICES. Any

notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by

letter or electronic mail (“e-mail”) and will be deemed to have been delivered (i) upon receipt, when delivered

personally, (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, as

applicable or (iii) receipt, when sent by e-mail, and, in each case of the foregoing clauses (i), (ii) and (iii), properly addressed

to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

If to the Company, to:

Evolution Metals & Technologies Corp.

4040 NE 2nd Ave, Ste 349

Miami, Florida 33137

Attn:

David Wilcox

Frank Moon

Andrew Knaggs

Christopher Clower

Telephone: 561-225-3205

Email:

david.wilcox@evolution-metals.com

frank.moon@evolution-metals.com

andrew.knaggs@evolution-metals.com

christopher.clower@evolution-metals.com

with a copy (which shall not constitute notice) to:

John Arrastia

4040 NE 2nd Ave, Ste 349

Miami, Florida 33137

Attention: John Arrastia

Telephone: 561-225-3205

Email: john.arrastia@evolution-metals.com

If to the Holder:

YA II PN, Ltd

c/o Yorkville Advisors Global, LLC

1012 Springfield Avenue

Mountainside, NJ 07092

Attention: Mark Angelo

Telephone: 201-985-8300

Email: Legal@yorkvilleadvisors.com

or at such other address and/or

e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other

party in accordance with this Section at least three (3) Business Days prior to the effectiveness of such change. Written confirmation

of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) electronically generated by the sender’s

email service provider containing the time, date, recipient email address or (c) provided by a nationally recognized overnight delivery

service, shall be rebuttable evidence of personal service, receipt from a nationally recognized overnight delivery service or receipt

by e-mail in accordance with clause (i), (ii) or (iii) above, respectively.

(6) Except

as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute

and unconditional, to pay the Principal of, and Interest and other charges (if any) on, this Debenture at the time, place, and rate, and

in the currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding, the

Company shall not and shall cause each of its subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation,

bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase

or otherwise acquire shares of its Common Shares or other equity securities; or (iii) enter into any agreement with respect to any of

the foregoing; or (iv) enter into any agreement or transaction in or of which the terms thereof would restrict or conflict with the ability

of the Company to perform its obligations under this Debenture, including, without limitation, the obligation of the Company to make cash

payments hereunder.

(7) This

Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to

vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings

of the Company, unless and to the extent converted into Common Shares in accordance with the terms hereof.

(8) CHOICE

OF LAW; VENUE; WAIVER OF JURY TRIAL

(a) Governing

Law. This Debenture and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed

in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”)

(including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction,

validity and performance.

(b) Jurisdiction;

Venue; Service.

(i) The

Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and,

if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing

Jurisdiction.

(ii) The

Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal

jurisdiction exists, in any United States District Court in the Governing Jurisdiction selected by the Holder. The Company waives any

right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or

equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis

of improper venue or inconvenience of forum.

(iii) Any

suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise,

brought by the Company against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any

other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company

shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against

the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such

suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless

filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company

agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding

brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court

located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence

any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort

or otherwise, against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or any other Transaction

Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and

the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties

hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit,

claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by

applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation

or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by

law.

(iv) The

Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim,

action, litigation or proceeding by e-mail or the mailing of copies thereof by registered or certified mail postage prepaid, to it at

the e-mail address or physical address, as applicable, provided for notices in this Debenture, such service to become effective thirty

(30) days after the date of such e-mail or mailing, as applicable. The Company and the Holder each irrevocably waive any defense it may

have on the grounds of insufficient or improper service with respect to service of process effected in accordance with this Section (8)(b)(iv).

(v) Nothing

herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or

to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS DEBENTURE OR ANY MATTER

RELATING TO THIS DEBENTURE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A

WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR

RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(d) The

Company expressly acknowledges and agrees that this Debenture constitutes an instrument for the payment of money only within

the meaning of section 3213 of the New York Civil Practice Law and Rules (“CPLR §3213”), and that upon any default

under or breach of the terms of this Debenture, the Holder may immediately commence an action by motion for summary judgment in lieu of

complaint without any further notice or demand. The Company irrevocably waives (i) any right to require the Holder to commence any action

by summons and complaint, (ii) any right to assert defenses, setoffs, counterclaims or delays in any CPLR §3213 proceeding (other

than the defense of full payment of any amount that the Holder seeks to recover), and (iii) any right to object to the sufficiency of

this Debenture as an instrument for the payment of money only within the meaning of CPLR §3213 and agrees not to assert that this

Debenture is not such an instrument. The Company agrees that all amounts due under this Debenture shall be deemed liquidated, unconditional

and immediately due and payable for purposes of CPLR §3213.

(9) If

the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees,

costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection

with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with

the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to

the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation

or enforcement of any rights or remedies of the Holder.

(10) Any

waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach

of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence

to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter

to insist upon strict adherence to that term or any other term of this Debenture. No provision of this Debenture may be waived or amended

other than by a written agreement signed by the parties to this Debenture. No custom or practice of the parties at variance with the terms

hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to it hereunder or any other

right, power or remedy or to demand strict compliance with the terms of this Debenture.

(11) If

any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any

provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

If it shall be found that any Interest or other amount deemed Interest due hereunder shall violate applicable laws governing usury, the

applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of Interest. The Company

covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim

or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying

all or any portion of the Principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter

in force, or which may affect the covenants or the performance of this Debenture, and the Company (to the extent it may lawfully do so)

hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,

delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such power

as though no such law has been enacted.

(12) CERTAIN

DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

(a) “Amortization

Event” shall mean (i) the daily VWAP is less than the Floor Price then in effect for five Trading Days during a period of seven

consecutive Trading Days (a “Floor Price Event”), (ii) the Company has issued in excess of 99% of the Common Shares

available under the Exchange Cap, where applicable (an “Exchange Cap Event”), or (iii) any time after the Effectiveness

Deadline (as defined in the Registration Rights Agreement), the Investor is unable to utilize a Registration Statement to resell Underlying

Shares for a period of ten (10) consecutive Trading Days (a “Registration Event”) (the first day of each such occurrence,

an “Amortization Event Date”).

(b) “Amortization

Principal Amount” shall have the meaning set forth in Section 1(c).

Investor Obligation” shall have the meaning set forth in the SPA.

(d) “Appraisal

Rights Obligation” shall have the meaning set forth in the SPA.

(e) “Applicable

Price” shall have the meaning set forth in Section (3)(f).

(f) “Approved

Stock Plan” means any employee benefit plan or share incentive plan which has been approved by the Board of Directors of the

Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services provided to

the Company.

(g) “Bloomberg”

means Bloomberg Financial Markets (or if not available, a similar service provider of national recognized standing).

(h) “Business

Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day

on which banking institutions in the State of New York are authorized or required by law or other government action to close.

(i) “Buy-In”

shall have the meaning set forth in Section (3)(b)(ii).

(j) “Buy-In

Price” shall have the meaning set forth in Section (3)(b)(ii).

(k) “Calendar

Month” means the period from a particular date in one month to the same date in the next month.

(l) “Change

of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or

“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal

or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting power

of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of

the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more

than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member of the

board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the date hereof

(or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was

approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or

sale of fifty percent (50%) or more of the assets of the Company or any Subsidiary of the Company in one or a series of related transactions

with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound,

providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned Subsidiary shall be deemed a Change

of Control Transaction under this provision.

(m) “Closing

Price” means the price per share in the last reported trade of the Common Shares on a Principal Market or on the exchange which

the Common Shares is then listed as quoted by Bloomberg.

(n) “Commission”

means the Securities and Exchange Commission.

(o) “Common

Shares” means the shares of common stock, par value $0.0001, of the Company and stock of any other class into which such shares

may hereafter be changed or reclassified.

(p) “Conversion

Amount” means the portion of the Principal, Interest, or other amounts outstanding under this Debenture to be converted, redeemed

or otherwise with respect to which this determination is being made.

(q) “Conversion

Date” shall have the meaning set forth in Section (3)(b)(i).

(r) “Conversion

Failure” shall have the meaning set forth in Section (3)(b)(ii).

(s) “Conversion

Notice” shall have the meaning set forth in Section (3)(b)(i).

(t) “Conversion

Price” means, as of any Conversion Date or other date of determination the lower of (i) $5.02 per Common Share (the “Fixed

Price”), or (ii) 95% of the lowest daily VWAP during the 5 consecutive Trading Days immediately preceding the Conversion Date

or other date of determination (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price

then in effect. The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Debenture.

(u) “Convertible

Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for Common Shares.

(v) “Dilutive

Issuance” shall have the meaning set forth in Section (3)(f).

(w) “Exchange

Act” means the Securities Exchange Act of 1934, as amended.

(x) “Excluded

Securities” means any Common Shares issued or issuable or deemed to be issued by the Company: (i) under any Approved Stock Plan,

(ii) upon conversion of any of the Debentures issued pursuant to the Securities Purchase Agreement; (iii) upon conversion, exercise or

exchange of any Options or Convertible Securities which are outstanding on the day immediately preceding the date of the Securities Purchase

Agreement; provided, that such issuance of Common Shares upon exercise of such Options or Convertible Securities is made pursuant to the

terms of such Options or Convertible Securities in effect on such date and such Options or Convertible Securities are not amended, modified

or changed on or after such date, or (iv) upon a stock split, reverse stock split, distribution of bonus shares, combination or other

recapitalization events.

(y) “Floor

Price” solely with respect to the Variable Price, shall mean $0.76 per Common Share.

(z) “Fundamental

Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into

another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned Subsidiary of the

Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one

or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant

to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (4) the

Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares is effectively

converted into or exchanged for other securities, cash or property.

(aa) “Material

Adverse Effect” has the meaning given such term in the Securities Purchase Agreement.

(bb) “New Issuance

Price” shall have the meaning set forth in Section (3)(f).

(cc) “Optional

Redemption” shall have the meaning set forth in (1)(d).

(dd) “Options”

means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.

(ee) “Other Debentures”

means any other debentures issued pursuant to the Securities Purchase Agreement and any other debentures, notes, or other instruments

issued in exchange, replacement, or modification of the foregoing.

(ff) “Payment

Premium” means 5% of the Principal Amount being paid.

(gg) “Periodic

Reports” shall mean all of the Company’s reports required to be filed by the Company with the Commission under applicable

laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form 10-K), quarterly reports (on Form

10-Q), and current reports (on Form 8-K), for so long as any amounts are outstanding under this Debenture; provided that all such

Periodic Reports shall include, when filed, all information, financial statements, audit reports (when applicable) and other information

required to be included in such Periodic Reports in compliance with all applicable laws and regulations.

(hh) “Person”

means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof

or a governmental agency.

(ii) “Principal

Market” means the Nasdaq Global Market; provided however, that in the event the Company’s Common Shares are ever listed

or traded on any of the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, or the Nasdaq Global Select Market, or

such successor thereto, the “Principal Market” shall mean that market on which the Common Shares are then listed or traded

(jj) “Redemption

Amount” shall have the meaning set forth in (1)(d).

(kk) “Redemption

Notice” shall have the meaning set forth in (1)(d).

(ll) “Registration

Rights Agreement” has the meaning given such term in the Securities Purchase Agreement.

(mm) “Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering

among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.

(nn) “Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(oo) “Share

Delivery Date” shall have the meaning set forth in Section (3)(b)(i).

(pp) “Subsidiary”

shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority

of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration

of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”

(qq) “Trading

Day” means a day on which the Common Shares are quoted or traded on a Principal Market on which the Common Shares are then quoted

or listed; provided, that in the event that the Common Shares are not listed or quoted, then Trading Day shall mean a Business Day.

(rr) “Transaction

Document” has the meaning given such term in the Securities Purchase Agreement.

(ss) “Underlying

Shares” means the Common Shares issuable upon conversion of this Debenture in accordance with the terms hereof.

(tt) “VWAP”

shall mean for any Trading Day, the volume weighted average price of the Common Shares on the Principal Market, for such Trading Day as

reported by Bloomberg L.P. through its “HP” function.

[Signature Page Follows]

IN WITNESS WHEREOF,

the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

COMPANY:

EVOLUTION METALS & TECHNOLOGIES CORP.

By:

/s/ David Wilcox

Name:

David Wilcox

Title:

Executive Chairman

EXHIBIT I

CONVERSION NOTICE

(To be executed by the Holder in order to

Convert the Debenture)

TO: EVOLUTION METALS

& TECHNOLOGIES CORP.

Via Email:

The undersigned hereby irrevocably

elects to convert a portion of the outstanding and unpaid Conversion Amount of Debenture No. EMAT-3 into Common Shares of EVOLUTION

METALS & TECHNOLOGIES CORP., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:

Principal Amount to be Converted:

Accrued Interest to be Converted:

Total Conversion Amount to be converted:

Fixed Price:

Variable Price:

Applicable Conversion Price:

Number of Common Shares to be issued:

Please issue the Common Shares in the following name and deliver them to the following account:

Issue to:

Broker DTC Participant Code:

Account Number:

Authorized Signature:

Name:

Title:

EX-10.1 — SECURITIES PURCHASE AGREEMENT

EX-10.1

Filename: ea030590801ex10-1.htm · Sequence: 3

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE

AGREEMENT (this “Agreement”), dated as of September 17, 2026, is between EVOLUTION METALS & TECHNOLOGIES

CORP., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 4040 NE 2nd

Avenue, Ste 349, Miami, Florida 33137 (the “Company”), and each of the investors listed on the Schedule of Buyers attached

as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

WITNESSETH

WHEREAS, the Company

and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures (as

defined below) pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”) and/or Rule 506 of Regulation D (“Regulation D”) promulgated by the U.S. Securities and Exchange

Commission (the “SEC”) thereunder;

WHEREAS, the parties

desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided

herein, and the Buyer(s) shall purchase convertible debentures in the form attached hereto as “Exhibit A” (the “Convertible

Debentures”) in the aggregate principal amount of $30,927,835 (the “Subscription Amount”), which shall be

convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”) (as

converted, the “Conversion Shares”), of which $22,000,000 shall be purchased upon the signing this Agreement (the “First

Closing”), $2,000,000 shall be purchased on or before the first Business Day after the date the initial Registration Statement

(as defined in the Registration Rights Agreement (as defined below)) registering the resale of the Conversion Shares is filed with the

SEC (the “Second Closing”), and $6,927,835 shall be purchased on or before the first Business Day after the date the

initial Registration Statement (as defined in the Registration Rights Agreement (as defined below)) filed with the SEC registering the

resale of the Conversion Shares has first been declared effective (the “Third Closing”) (individually referred to as a “Closing”

and collectively referred to as the “Closings”), at a purchase price equal to 97% of the Subscription Amount (the “Purchase

Price”) in the respective amounts set forth opposite each Buyer(s) name on Schedule I to this Agreement;

WHEREAS, on or before

the First Closing Date (as defined in Section 1(c) below), the parties hereto are executing and delivering a Registration Rights Agreement

(the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights

under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws;

WHEREAS, contemporaneously

with the execution and delivery of this Agreement, the Company is delivering Irrevocable Transfer Agent Instructions (the “Irrevocable

Transfer Agent Instructions”) to its transfer agent in the form agreed upon by the Company and the Buyer; and

WHEREAS, on or before

the First Closing Date, each subsidiary of the Company shall enter into a global guaranty agreement (the “Global Guaranty”)

in favor of the Buyer;

WHEREAS, the Convertible

Debentures and the Conversion Shares are collectively referred to herein as the “Securities.”

AGREEMENT

NOW, THEREFORE, in

consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

1. PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.

(a) Purchase

of Convertible Debentures. Subject to the satisfaction (or waiver in accordance with the terms of Section 9(k)) of the conditions

set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees

to purchase from the Company at each Closing, Convertible Debentures with principal amount corresponding to the Subscription Amount set

forth opposite each Buyer’s name on Schedule I attached hereto.

(b) Closing

Dates. Each Closing shall occur remotely by conference call and electronic delivery of documentation. The date and time of each Closing

shall be as follows: (i) the First Closing shall be 10:00 a.m., New York time, on the first Business Day on which the conditions to the

Closing set forth in Sections 6 and 7 below are satisfied or waived (in accordance with the terms of Section 9(k)) (or such other date

as is mutually agreed to by the Company and each Buyer) (the “First Closing Date”), (ii) the Second Closing shall be

10:00 a.m., New York time, on the first Business Day after the Registration Statement is first filed with the SEC, provided the conditions

to the Closing set forth in Sections 6 and 7 below are satisfied or waived (in accordance with the terms of Section 9(k)) (or such other

date as is mutually agreed to by the Company and each Buyer) (the “Second Closing Date”), and (iii) the Third Closing

shall be 10:00 a.m., New York time, on the first Business Day after the Registration Statement is first declared effective by the SEC,

provided the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (in accordance with the terms of Section

9(k)) (or such other date as is mutually agreed to by the Company and each Buyer) (the “Third Closing Date”) (collectively

with the First Closing Date, the Second Closing Date, and the Third Closing Date, the “Closing Dates”). As used herein

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New

York are authorized or required by law to remain closed.

of Payment; Deliveries. Subject to the satisfaction (or waiver in accordance with the terms of Section 9(k))

of the terms and conditions of this Agreement, on each Closing Date, (i) the Buyers shall deliver to the Company, in immediately available

funds to a bank account designated in writing by the Company, the Purchase Price for the Convertible Debentures to be issued and sold

to such Buyer at such Closing, minus any fees or expenses to be paid directly from the proceeds of such Closing as set forth herein, and

(ii) the Company shall deliver to each Buyer, Convertible Debentures which such Buyer is purchasing at such Closing with a principal

amount corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule of Buyers attached as Schedule

I hereto, duly executed on behalf of the Company.

(d) Maximum

Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Common Shares pursuant to the

transactions contemplated hereby or any other Transaction Documents (as defined below) if the issuance of Common Shares would exceed the

aggregate number of Common Shares that the Company may issue in this transaction in compliance with the Company’s obligations under

the rules or regulations of the Nasdaq Stock Market LLC (“Nasdaq”) (the number of shares which may be issued without

violating such rules and regulations shall be referred to as the “Exchange Cap”), except that such limitation shall

not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq for

issuances of Common Shares in excess of such amount.

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and

not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of each Closing Date:

(a) Investment

Purpose. The Buyer is acquiring the Securities for its own account for investment purposes and not with a view towards, or for resale

in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration

requirements of the Securities Act; provided, however, that by making the representations herein, such Buyer does not agree, or make any

representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of

the Securities at any time in accordance with, or pursuant to, a registration statement covering such Securities or an available exemption

under the Securities Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as

defined below) to distribute any of the Securities in violation of applicable securities laws. As used herein, “Person”

means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental

or political subdivision thereof or a governmental agency.

(b) Accredited

Investor Status. The Buyer is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.

on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth

and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire

the Securities.

(d) Information.

The Buyer and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations

of the Company and information the Buyer deemed material to making an informed investment decision regarding its purchase of the Securities,

which have been requested by such Buyer. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the

Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors,

if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and

warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a high degree of risk. The

Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect

to its acquisition of the Securities.

(e) Transfer

or Resale. The Buyer understands that: (i) the Securities have not been registered under the Securities Act or any state securities

laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall

have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned

or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) such Buyer provides

the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned

or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, “Rule

144”), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance

on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities

under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that

term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations

of the SEC thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other

loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment

of the Securities hereunder, provided that the Buyer shall provide prior written notice to the Company of any such pledge, and no Buyer

effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the

Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2(e).

(f) Legends.

The Buyer agrees to the imprinting, so long as its required by this Section 2(f), of a restrictive legend on the Securities in substantially

the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

[AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE

STATE SECURITIES LAWS. THE SECURITIES [AND THOSE SECURITIES INTO WHICH THEY ARE CONVERTIBLE] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT

PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE

REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION

OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING

THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED

BY THE SECURITIES.

Certificates evidencing the Conversion Shares

shall not contain any legend (including the legend set forth above), (i) while a registration statement covering the resale of such security

is effective under the Securities Act, (ii) following any sale of such Conversion Shares pursuant to Rule 144, (iii) if such Conversion

Shares are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities Act

(including judicial interpretations and pronouncements issued by the staff of the SEC). If a legend is not required pursuant to the foregoing,

the Company shall no later than two (2) Trading Days (or such earlier date as required pursuant to the Exchange Act (as defined below)

or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended certificate

representing such securities to the Company) following the delivery by a Buyer to the Company or the transfer agent (with notice to the

Company) of a legended certificate representing such securities (endorsed or with stock powers attached, and otherwise in form necessary

to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above

in this Section 2(f), as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the

DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common Shares to which such Buyer shall be entitled

to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the

Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable

overnight courier) to such Buyer, a certificate representing such securities that is free from all restrictive and other legends, registered

in the name of such Buyer or its designee. The Company shall be responsible for any transfer agent fees or DTC fees with respect to any

issuance of Securities or the removal of any legends with respect to any Securities in accordance herewith. The Buyer agrees that the

removal of a restrictive legend from certificates representing Securities as set forth in this Section 2(f) is predicated upon the Company’s

reliance that the Buyer will sell any Securities pursuant to either the registration requirements of the Securities Act, including any

applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement,

they will be sold in compliance with the plan of distribution set forth therein.

(g) Organization;

Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its

organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(h) Authorization,

Enforcement. The Transaction Documents to which each such Buyer is a party have been duly and validly authorized, executed and delivered

on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in

accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy,

insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable

creditors’ rights and remedies.

(i) No

Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions

contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with, or constitute

a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party or (iii) result in a

violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer,

except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually

or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations

hereunder.

(j) RESERVED.

(k) No

General Solicitation. The Buyer is not purchasing or acquiring the Securities as a result of any general solicitation or general advertising

(within the meaning of Regulation D) in connection with the offer or sale of the Securities.

(l) Not

an Affiliate. The Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”

(as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) a “beneficial owner” of more than 10% of the shares

of Common Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth (i) under

the corresponding section of the disclosure schedule (dated as of the date of this Agreement) delivered to the Buyer by the Company on

the date of this Agreement (the “Disclosure Schedule”) which Disclosure Schedule shall be deemed a part hereof and

to qualify any representation or warranty otherwise made herein to the extent of such disclosure, or (ii) in the SEC Documents (as defined

below) that are available on the SEC’s website through the EDGAR system at least one (1) Business Day prior to the date of this

Agreement (unless the context provides otherwise), the Company hereby makes the representations and warranties set forth below to each

Buyer:

(a) Organization

and Qualification. The Company and each of its Subsidiaries are entities duly formed, validly existing and in good standing under

the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry

on their business as now being conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries is duly qualified

as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the

business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing

would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, “Material Adverse

Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results

thereof), condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, (ii) the transactions contemplated

hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into by the Company in connection

herewith or therewith or (iii) the authority or ability of the Company to perform any of its obligations under any of the Transaction

Documents; provided, however, that no effect arising out of or resulting from any of the following will constitute or be taken into account

in determining whether a Material Adverse Effect has occurred: (A) general economic, financial, or political conditions in the United

States or global markets; (B) conditions generally affecting the critical minerals, rare earth elements, or advanced magnet manufacturing

industries; (C) acts of terrorism, war, sabotage, or natural disasters; or (D) any changes or proposed changes in applicable laws, regulations,

or GAAP. “Subsidiaries” means any Person in which the Company, directly or indirectly, owns a majority of the outstanding

capital stock having voting power or holds a majority of the equity or similar interest of such Person, and each of the foregoing, is

individually referred to herein as a “Subsidiary.”

(b) Authorization;

Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations

under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof.

The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of

the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures, the reservation

for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized

by the Company’s board of directors and no further filing, consent or authorization is required by the Company, its board of directors

or its shareholders or other governmental body. This Agreement has been, and the other Transaction Documents to which the Company is a

party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations

of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited

by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating

to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to

contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement,

the Registration Rights Agreement, the Convertible Debentures, the Global Guaranty, the Irrevocable Transfer Agent Instructions, and each

of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated

hereby and thereby, as may be amended from time to time.

of Securities. The issuance of the Securities has been duly authorized and, upon issuance and payment in accordance with the terms

of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar

rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other

encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall

have reserved from its duly authorized capital stock not less than the Required Reserve Amount (as defined herein). Upon issuance or conversion

in accordance with the Convertible Debentures, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable

and free from all preemptive or similar rights or Liens with respect to the issue thereof (other than any such Liens imposed pursuant

to the organizational documents of the Company or applicable laws), with the holders being entitled to all rights accorded to a holder

of Common Shares.

(d)

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company

of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Debentures, the Conversion

Shares, and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Certificate of Incorporation

(as defined below), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or

other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any

of its Subsidiaries, (ii) conflict with, or constitute a default under, or give to others any rights of termination, amendment, acceleration

or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result

in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state securities

laws and regulations, the securities laws of the jurisdictions of the Company’s incorporation or in which it or its subsidiaries operate

and the rules and regulations of the Nasdaq Capital Market (the “Principal Market,” provided however, that in the event

the Company’s Common Shares is ever listed or traded on any of the New York Stock Exchange, the NYSE American, the Nasdaq Global

Select Market or the Nasdaq Global Market, the “Principal Market” shall mean that market on which the Common Shares is then

listed or traded) and including all applicable laws, rules and regulations of the jurisdiction of incorporation of the Company) applicable

to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

For the avoidance of doubt, conflicts, defaults, or violations with respect to the matters described in clauses (ii) and (iii) above shall

constitute a breach of this representation only if they would reasonably be expected to have, individually or in the aggregate, a any

material adverse effect on (i) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements

or instruments to be entered into by the Company in connection herewith or therewith or (ii) the authority or ability of the Company to

perform any of its obligations under any of the Transaction Documents.

(e) Consents.

The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than

any filings as may be required by any federal or state securities agencies and any filings as may be required by the Principal Market),

any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute,

deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms

hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to

obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to each Closing Date, and neither the

Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries

from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is

not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably

lead to delisting or suspension of the Common Shares in the foreseeable future. “Governmental Entity” means any nation,

state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign,

or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department,

official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise,

any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality

of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization

or any of the foregoing.

(f) Acknowledgment

Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of

an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer

is (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in

Rule 144 promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company

or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the Common Shares (as defined

for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no Buyer (nor any affiliate of any Buyer) is acting

as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction

Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents

in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s

purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents

to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

(g) No

Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has,

directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that

would cause this offering of the Securities to require approval of shareholders of the Company under any applicable shareholders approval

provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any

of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any

Person acting on their behalf will take any action or steps that would cause the offering of any of the Securities to be integrated with

other offerings of securities of the Company, other than in connection with the Securities Purchase Agreement dated May 7, 2026 between

the Company and the Buyers thereto (the “May SPA”).

(h) Dilutive

Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances. The

Company further acknowledges its obligation to issue the Conversion Shares upon conversion of the Convertible Debentures in accordance

with the terms thereof is, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests

of other shareholders of the Company.

(i) Application

of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in

order to render inapplicable any control share acquisition, interested shareholders, business combination, poison pill (including, without

limitation, any distribution under a rights agreement), shareholders rights plan or other similar anti-takeover provision under the Certificate

of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is

or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation,

the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

(j)

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all reports,

schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements

of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial

statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC

Documents”). The Company has delivered or has made available to the Buyers or their respective representatives true, correct

and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied

in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable and none of the SEC Documents,

at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material

respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect

as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”),

consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes

thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary

statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results

of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments

which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of

reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss

contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards

Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf

of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to

in Section 2(d) or in the Disclosure Schedule to this Agreement) contains any untrue statement of a material fact or omits to state any

material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are

or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation,

any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial

Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate

any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules

and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend

or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

(k) Absence

of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, there has been

no Material Adverse Effect, nor any event or occurrence specifically affecting the Company or its Subsidiaries that would be reasonably

expected to result in a Material Adverse Effect. Since the date of the Company’s most recent audited financial statements contained in

a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any material assets, individually

or in the aggregate, outside of the ordinary course of business or (iii) made any material capital expenditures, individually or in the

aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection

pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the

Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary

bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries,

individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby

to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(k), “Insolvent” means,

(i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s

and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness

(as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise,

as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they

will incur debts that would be beyond their ability to pay as such debts mature; or (ii) with respect to the Company and each Subsidiary,

individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less

than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to

pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured

or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond

its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in

any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s

remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now

conducted and is proposed to be conducted.

(l) No

Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists,

or is reasonably expected to exist or occur specific to the Company, any of its Subsidiaries or any of their respective businesses, properties,

liabilities, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed

by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the

Company of its Common Shares and which has not been publicly announced, (ii) would reasonably be expected to have a Material Adverse Effect.

(m) Conduct

of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its Certificate

of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company

or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of

association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its

Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company

or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing,

except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality

of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no

knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of trading of the Common Shares by the Principal

Market in the foreseeable future. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued

by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates,

authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither

the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such

certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company

or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to

have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition

of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently

conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a

Material Adverse Effect on the Company or any of its Subsidiaries.

(n) Foreign

Corrupt Practices. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee, nor any other Person

acting for or on behalf of the Company or any of its Subsidiaries (individually and collectively, a “Company Affiliate”)

have violated the U.S. Foreign Corrupt Practices Act (the “FCPA) or any other applicable anti-bribery or anti- corruption laws,

nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give,

or authorized the giving of anything of value, to any officer, employee or any other Person acting in an official capacity for any Governmental

Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government

Official”) or to any Person under circumstances where such Company Affiliate knew or was aware of a high probability that all

or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official,

for the purpose, in violation of applicable law, of: (i) (A) influencing any act or decision of such Government Official in his/her official

capacity, (B) inducing such Government Official to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper

advantage, or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Entity, or (ii) assisting

the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.

(o) Equity

Capitalization.

(i) Authorized

and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 1,501,000,000 shares

of common stock, of which, 624,965,684 are issued and outstanding and (B) 1,000,000 shares of preferred stock, none of which are issued

and outstanding.

(ii) Valid

Issuance; Available Shares. All of such outstanding shares are duly authorized and have been validly issued and are fully paid

and nonassessable. Set forth in a Disclosure Schedule to this Agreement is the number of Common Shares that are (A) reserved for issuance

pursuant to Convertible Securities (as defined below) (other than the Convertible Debentures and the Warrants) and (B) that are, as of

the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities Act and calculated based

on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Shares

are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws)

of the Company or any of its Subsidiaries. To the Company’s knowledge, except as disclosed in the Disclosure Schedule, no Person

owns 10% or more of the Company’s issued and outstanding Common Shares (calculated based on the assumption that all Convertible

Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as

the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without

conceding that such identified Person is a 10% shareholder for purposes of federal securities laws). “Convertible Securities”

means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly

or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital

stock or other security of the Company (including, without limitation, Common Shares) or any of its Subsidiaries.

(iii) Existing

Securities; Obligations. Except as disclosed in the SEC Documents and as disclosed in the Disclosure Schedule: (A) none of the

Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens

suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe

to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable

for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements

by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company

or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating

to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company

or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated

to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); (D) there are no outstanding

securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are

no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem

a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar

provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has entered into

any Variable Rate Transaction (other than in connection with the May SPA).

(iv) Organizational

Documents. The Company has furnished to the Buyers or filed on EDGAR true, correct and complete copies of the Company’s Certificate

of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s

bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all convertible securities

and the material rights of the holders thereof in respect thereto.

(p) Indebtedness

and Other Contracts. Other than as set forth in a Disclosure Schedule to this Agreement, neither the Company nor any of its Subsidiaries,

(i) has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing

Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii)

is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract,

agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing

obligations in material amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of,

or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would

not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument

relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a

Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed

in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s

or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse

Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness

for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including,

without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course

of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds

and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations

so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under

any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets

acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the

event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement

which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness

referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent

or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person,

even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H)

all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above;

and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,

of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent

of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such

liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability

will be protected (in whole or in part) against loss with respect thereto.

(q) Litigation.

Other than as set forth in the Company’s filings with the Securities and Exchange Commission or in a Disclosure Schedule to this

Agreement, there is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public

board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against

or affecting the Company or any of its Subsidiaries, the Common Shares or any of the Company’s or its Subsidiaries’ officers or directors,

whether of a civil or criminal nature or otherwise, in their capacities as such, which would reasonably be expected to result in a Material

Adverse Effect. After reasonable inquiry of its employees, the Company is not aware of any event which might result in or form the basis

for any such action, suit, arbitration, investigation, inquiry or other proceeding. Without limitation of the foregoing, there has not

been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any

of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. Neither the Company nor any

of its Subsidiaries is the subject of any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity

that would reasonably be expected to result in a Material Adverse Effect.

(r) Intellectual

Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service

marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses,

approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor

(“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and presently proposed

to be conducted. Each of the patents owned by the Company or any of its Subsidiaries is set forth in a Disclosure Schedule to this Agreement.

Except as set forth in such Disclosure Schedule, none of the Company’s Intellectual Property Rights have expired or terminated or

have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement.

The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others.

There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened,

against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries

is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings.

The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their

Intellectual Property Rights.

(s) Environmental

Laws. Except, in each case, as would not be reasonably anticipated to have a Material Adverse Effect, the Company and the Subsidiaries

(a) are in compliance with any and all applicable laws relating to the protection of human health and safety, the environment or hazardous

or toxic substances or wastes, pollutants or contaminants, (b) have received and hold all material permits, licenses or other approvals

required of them under all such laws to conduct their respective businesses and (c) are in compliance with all material terms and conditions

of any such permit, license or approval.

(t) Tax

Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other

tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental

assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those

being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods

subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed

to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such

claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297

of the Code. The net operating loss carryforwards (“NOLs”) for United States federal income tax purposes of the consolidated

group of which the Company is the common parent, if any, shall not be adversely effected by the transactions contemplated hereby. The

transactions contemplated hereby do not constitute an “ownership change” within the meaning of Section 382 of the Code, thereby

preserving the Company’s ability to utilize such NOLs.

(u) Internal

Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as

such term is defined in Rule 13a-15(f) under the Exchange Act) that is effective to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and

liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s

general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets

and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure

controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are effective in ensuring that information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures

designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange

Act, as applicable, is accumulated and communicated to the Company’s management, including its principal executive officer or officers

and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the

Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person

relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of

the Company or any of its Subsidiaries.

(v) Investment

Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”

an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated

person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms

are defined in the Investment Company Act of 1940, as amended.

(w) Insurance.

The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks

and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries

are engaged. In accordance with the previous sentence, the Company currently maintains no insurance policies. Neither the Company nor

any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the Company nor any such Subsidiary has

any reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar

coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(x) Manipulation

of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf

has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of

any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for,

purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any

compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries.

(y) Registration

Eligibility. The Company is eligible to register the resale of the Conversion Shares by the Buyers using Form S-1 promulgated under

the Securities Act.

(z) Shell

Company Status. The Company is not, and since January 9, 2026 upon the filing of the Company’s Current Report on Form 8-K containing

Form 10 information in connection with the consummation of the Business Combination, has ceased to be, an issuer identified in, or subject

to, Rule 144(i).

(aa) Sanctions

Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer or controlled

affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that

is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Asset Control

(“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant

sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List

or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”), or

(ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with

that country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions, the Donetsk People’s Republic

and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)).

Neither the Company nor any of its Subsidiaries nor any director, officer or controlled affiliate of the Company or any of its Subsidiaries,

has ever had funds blocked by a United States bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.

(bb) Disclosure.

The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel

with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company

or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.

The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities

of the Company. All disclosures provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions

contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries, taken

as a whole, are true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary

in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the

written information furnished by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with

this Agreement and the other Transaction Documents, taken as a whole, is true and correct in all material respects as of the date on which

such information was so provided and did not contain any untrue statement of a material fact or omit to state any material fact necessary

in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event or

circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties,

liabilities, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation,

requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. All

financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available

to the Buyers have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection

or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized that such financial

projections or forecasts are inherently uncertain, subject to a verity of business, economic, and competitive risks, and are not to be

viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ

from the projected or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made any representations or

warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

(cc) No General

Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form

of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer

or sale of the Securities.

(dd) Private

Placement. Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, no registration under

the Securities Act is required for the offer and sale of the Securities by the Company to the Buyers as contemplated hereby. The issuance

and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Market, subject to the compliance

with the exchange cap limitation set forth in Section 1(d).

(ee) No Disqualification

Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act (“Regulation

D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other

officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding

voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities

Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together,

“Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)

to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule

506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification

Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the

Buyers a copy of any disclosures provided thereunder.

(ff) Other

Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation

of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.

(gg) No Disagreements

with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the

Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is

current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of

its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with

its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to

believe that it will need to restate any such financial statements or any part thereof.

4. COVENANTS.

(a) Form D and Blue

Sky. The Company shall file a Form D with respect to the Securities as required under

Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date,

take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities

for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states

of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the

Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall

timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including,

without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply

with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale

of the Securities to the Buyers.

(b) Reporting

Status. For the period beginning on the date hereof, and ending 6 months after the date on which all the Convertible Debentures are

no longer outstanding (the “Reporting Period”), the Company shall file on a timely basis all reports required to be

filed with the SEC pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports

under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such

termination.

of Proceeds. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated

herein to repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt.

Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the transactions contemplated herein,

or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the

purpose of funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of

such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result

in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this

Agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries

has engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time

of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. The Company shall not, without the prior

written consent of the Buyer, loan, invest, transfer or “downstream” any cash proceeds, or assets or property acquired with

cash proceeds from the issuance and sale of the Convertible Debentures to any Subsidiary, unless the Buyer and the Subsidiary enter into

a guarantee in the form of the Global Guaranty.

(d) Listing.

To the extent applicable, the Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the

Underlying Securities (as defined below) on the Principal Market, subject to official notice of issuance, and shall use reasonable efforts

to maintain such listing or designation for quotation (as the case may be) of all Underlying Securities from time to time issuable under

the terms of the Transaction Documents on such Principal Market for the Reporting Period. Neither the Company nor any of its Subsidiaries

shall take any action which could be reasonably expected to result in the delisting or suspension of the Common Shares on a Principal

Market during the Reporting Period. The Company shall pay all fees and expenses in connection with satisfying its obligations under this

Section 4(d). “Underlying Securities” means the (i) the Conversion Shares, and (ii) any common shares of the Company

issued or issuable with respect to the Conversion Shares or, including, without limitation, (1) as a result of any stock split, stock

dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares

of Common Shares are converted or exchanged without regard to any limitations on conversion of the Convertible Debentures.

(e) Pledge

of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that, subject

to compliance with applicable federal and state securities laws, the Securities may be pledged by a Buyer in connection with a bona fide

margin agreement or other loan or financing arrangement that is secured by the Securities. The Company hereby agrees to execute and deliver

such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee

by a Buyer.

(f) Disclosure

of Transactions and Other Material Information.

(i) Disclosure

of Transactions. The Company shall, on or before 9:00 am on Friday, September 18, 2026, file with the SEC a current report on Form

8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange

Act and attaching all the material Transaction Documents (including, required exhibits, the “Current Report”). From

and after the filing of the Current Report, the Company shall have publicly disclosed all material, non-public information (if any) provided

to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in

connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report,

the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated

by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their

respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on

the other hand, shall terminate.

(ii) Limitations

on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,

directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its

Subsidiaries from and after the date hereof without first obtaining the express prior written consent of such Buyer (which may be granted

or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants or any of the covenants or agreements

contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,

employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein

or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement

or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of

its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the

Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, shareholders or agents,

for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s

consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty

not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor

any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided,

however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure

with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required

by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection

with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer

(which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries

and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained

in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges

and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and

binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer

with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public

information regarding the Company or any of its Subsidiaries.

(iii) Other

Confidential Information. Disclosure Failures. In addition to other remedies set forth in this Section 4(g), and without limiting

anything set forth in any other Transaction Document, at any time after the Closing Date if the Company, any of its Subsidiaries, or any

of their respective officers, directors, employees or agents, provides any Buyer with material non-public information relating to the

Company or any of its Subsidiaries (each, the “Confidential Information”), the Company shall, on or prior to the applicable

Required Disclosure Date (as defined below), publicly disclose such Confidential Information on a Current Report on Form 8-K or otherwise

(each, a “Disclosure”). From and after such Disclosure, the Company shall have disclosed all Confidential Information

provided to such Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents.

In addition, effective upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.

“Required Disclosure Date” means (x) if such Buyer authorized the delivery of such Confidential Information, either

(I) if the Company and such Buyer have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of such

Confidential Information, such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date such Buyer first received

any Confidential Information or (y) if such Buyer did not authorize the delivery of such Confidential Information, the first (1st) Business

Day after such Buyer’s receipt of such Confidential Information.

(g) Reservation

of Shares. So long as any of the Convertible Debentures remain outstanding the Company shall have reserved from its duly authorized

capital stock, and shall have instructed its transfer agent to irrevocably reserve, the maximum number of shares of Common Shares issuable

upon conversion of all Convertible Debentures (assuming for purposes hereof that (i) such Convertible Debentures are convertible at the

Floor Price (as defined therein) as of the date of determination and (ii) any such conversion shall not take into account any limitations

on the conversion of the Convertible Debentures set forth therein) (the “Required Reserve Amount”); provided that

at no time shall the number of shares of Common Shares reserved pursuant to this Section be reduced other than proportionally in connection

with any conversion and/or redemption, or reverse stock split. If at any time the number of Common Shares authorized to be issued is not

sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve

a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares

to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, recommending

that stockholders vote in favor of an increase in such authorized number of shares sufficient to meet the Required Reserve Amount. If

at any time the number of Common Shares that remain available for issuance under the Exchange Cap is less than 100% of the maximum number

of shares issuable upon conversion of all the Convertible Debentures then outstanding plus all convertible debentures issued pursuant

to the May SPA that are then outstanding (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion

Price (as defined in the Convertible Debenture) then in effect, and (y) any such conversion shall not take into account any limitations

on the conversion of the Convertible Debentures), the Company will use commercially reasonable efforts to promptly call and hold a special

meeting of stockholders for the purpose of seeking the approval of its stockholders as required by the applicable rules of the Principal

Market, for issuances of shares in excess of the Exchange Cap.

(h) Conduct

of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation

of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate,

in a Material Adverse Effect.

(i) Prohibition

on Short Sales and Hedging. The Buyer covenants and agrees that the Buyer, the Buyer’s officers or any persons or entities acting

on the Buyer’s behalf, or any entity managed or controlled by the Buyer, or which controls the Buyer, or is under common control

with the Buyer (collectively, the “Restricted Persons”) shall not, directly or indirectly, engage in or execute any

hedging activities, derivative transactions (including, without limitation, any forward sale contract, option, put, call, swap, or similar

arrangement), or “short sales” (as defined in Rule 200 of Regulation SHO under the Exchange Act) of the Common Shares or any

other securities of the Company, either for its own principal account or for the principal account of any other Restricted Person, during

the period beginning on and including the date hereof through and ending on the date that no Convertible Debentures remain outstanding

(the “Restricted Period”). This Section 4(i) does not prohibit any Restricted Person during the Restricted Period from

selling “long” (as defined in Rule 200 under Regulation SHO) Common Shares actually owned and possessed by such Restricted

Person at the time of such sale or that the Restricted Person is entitled to receive, but has not yet received from the Company of the

transfer agent, upon the completion of a pending conversion of the Convertible Debentures for which a valid Conversion Notice (as defined

in the Convertible Debentures) has been submitted to the Company.

(j) Trading

Information. Upon the Company’s request, the Buyer agrees to provide the Company with trading reports setting forth the number

and average sales prices of Conversion Shares sold by the Buyer during the prior trading week.

(k) Prohibited

Transactions. From the date hereof until all of the Convertible Debentures have been repaid or converted into Common Shares, the Company

agrees to not directly or indirectly enter into any contract, agreement or other item that would materially restrict or prohibit any of

the Company’s obligations to the Buyer(s) under the Transaction Documents, including, without limitation, any payments required

to be made by the Company to the Buyer(s) under the Convertible Debentures.

(l) Nasdaq

Listing of Additional Shares Notification. The Company shall file a Nasdaq Listing of Additional Shares notification form for the

listing of the Common Shares issuable upon conversion of the Convertible Debentures.

(m) Negative

Covenants.

(i) From

the date hereof until all the Convertible Debentures have been repaid, without the prior written consent of the Buyer, the Company shall

not, and shall not permit any of its subsidiaries (whether or not a subsidiary on the date hereof) to, directly or indirectly (i) other

than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness, (ii) other than Permitted

Liens, enter into, create, incur, assume or suffer to exist any Lien on or with respect to any of its property or assets now owned or

hereafter acquired or any interest therein or any income or profits therefrom, (iii) amend its charter documents, including, without limitation,

its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the holders of the Convertible

Debentures, (iv) make any payments in respect of any related party debt, or (v) enter into, agree to enter into, or effect any Variable

Rate Transaction other than with the Buyer.

(ii) From

the date hereof until all the Convertible Debentures have been repaid in full or converted into Common Shares, without the prior written

consent of the Buyer, the Company shall not, and shall not permit any of its subsidiaries (whether or not a subsidiary on the date hereof)

to, directly or indirectly make, authorize, declare, commit or agree to make any Restricted Anchor Investor Payment or any Restricted

Appraisal Payment. The foregoing restriction applies regardless of whether a proposed Restricted Anchor Investor Payment or Restricted

Appraisal Payment is characterized as the payment of indebtedness, satisfaction of a contractual obligation, settlement of a claim, purchase

or redemption of securities, distribution, reimbursement, indemnification payment, investment, asset purchase, consulting or management

fee, or otherwise. The Company shall notify the Buyer in writing within two (2) Business Days after the Company or any Subsidiary receives

any demand for payment, notice of default, acceleration notice, litigation filing relating to an Anchor Investor Obligation or Appraisal

Rights Obligation. Any violation of this Section shall constitute an immediate Event of Default under the Transaction Documents, without

regard to materiality and without any notice or cure period. The Buyer shall be entitled to specific performance and injunctive relief

to enforce this Section, in addition to all other rights and remedies available under the Transaction Documents, at law or in equity.

“Anchor Investor Obligations”

means, without duplication, any and all liabilities, obligations, claims or commitments of the Company or any of its Subsidiaries to or

for the benefit of the Anchor Investor, whether direct or indirect, actual or contingent, matured or unmatured, liquidated or unliquidated,

secured or unsecured, disputed or undisputed, known or unknown, or arising before, on or after the date of this Agreement, including all

liabilities and obligations arising under or relating to that certain investment agreement entered into in July 2024 between Evolution

Metals, LLC and the Anchor Investor, as amended in December 2024 and as otherwise amended, supplemented, restated, replaced or modified

at any time (the “July Investment Agreement”).

“Appraisal Rights Obligations”

means, without duplication, any and all liabilities, obligations, claims or commitments of the Company or any of its Subsidiaries to or

for the benefit of any former shareholders of Handa Lab Co., Ltd., KCM Industry Co., Ltd., KMMI Inc., NS World Co., Ltd., EMT Sub Co.,

Ltd., and each of their respective Subsidiaries, successors and assigns, whether direct or indirect, actual or contingent, matured or

unmatured, liquidated or unliquidated, secured or unsecured, disputed or undisputed, known or unknown, or arising before, on or after

the date of this Agreement,

“Anchor Investor” means

(A) Springbrock Management, (B) the Person identified as the “Anchor Investor” under the July Investment Agreement, and (C)

each Affiliate, fund, managed account, principal, member, manager, nominee, agent, designee, successor, assignee or transferee of any

Person described in the foregoing clauses (A) or (B), and any other Person acting for or on behalf of, or holding or asserting any right

or claim derived from, any such Person.

“Permitted

Indebtedness” shall mean: (i) indebtedness evidenced by the Convertible Debentures; (ii) indebtedness described on a Disclosure

Schedule attached hereto; (iii) indebtedness incurred solely for the purpose of financing the acquisition or lease of any equipment, including

capital lease obligations with no recourse other than to such equipment; (iv) indebtedness (A) the repayment of which has been subordinated

to the payment of the Convertible Debentures on terms and conditions acceptable to the Buyers, including with regard to interest payments

and repayment of principal, (B) which does not mature or otherwise require or permit redemption or repayment prior to or on the 91st day

after the maturity date of any Convertible Debentures then outstanding; and (C) which is not secured by any assets of the Company or its

subsidiaries; (v) indebtedness associated with acquiring new intellectual property assets and licenses, so long as the proceeds are going

to the party(ies) from which the Company is acquiring the assets, licenses, and other properties and (vi) any indebtedness (other than

the indebtedness set out in (i) – (v) above) incurred after the date hereof, provided that such indebtedness does not exceed $2,500,000

at any given time.

“Permitted

Liens” shall mean (1) any security interest granted to the Buyers to secure the obligations under the Convertible Debentures,

(2) any prior security interest granted to the Buyers, (3) existing Liens disclosed by the Company on a Disclosure Schedule attached hereto;

(4) inchoate Liens for taxes, assessments or governmental charges or levies not yet due, as to which the grace period, if any, related

thereto has not yet expired, or being contested in good faith and by appropriate proceedings for which adequate reserves have been established

in accordance with GAAP; (5) Liens of carriers, materialmen, warehousemen, mechanics and landlords and other similar Liens which secure

amounts which are not yet overdue by more than 60 days or which are being contested in good faith by appropriate proceedings for which

adequate reserves have been established in accordance with GAAP; (6) licenses, sublicenses, leases or subleases granted to other persons

not materially interfering with the conduct of the business of the Company; (7) Liens securing capitalized lease obligations and purchase

money indebtedness incurred solely for the purpose of financing an acquisition or lease; (8) easements, rights-of-way, restrictions, encroachments,

municipal zoning ordinances and other similar charges or encumbrances, and minor title deficiencies, in each case not securing debt and

not materially interfering with the conduct of the business of the Company and not materially detracting from the value of the property

subject thereto; (9) Liens arising out of the existence of judgments or awards which judgments or awards do not constitute an Event of

Default; (10) Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance,

pension liabilities and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the ordinary

course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature (other than appeal bonds)

incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money); (11) Liens in favor

of a banking institution arising by operation of law encumbering deposits (including the right of set-off) and contractual set-off rights

held by such banking institution and which are within the general parameters customary in the banking industry and only burdening deposit

accounts or other funds maintained with a creditor depository institution; (12) usual and customary set-off rights in leases and other

contracts; (13) escrows in connection with acquisitions and dispositions and (14) royalties and other rights to revenue derived from the

sale of the Company’s products that are granted in the ordinary course of business.

“Restricted Anchor Investor Payment”

means any direct or indirect payment, prepayment, repayment, redemption, repurchase, retirement, defeasance, satisfaction, compromise,

settlement, discharge or other transfer of value in respect of an Anchor Investor Obligation, whether made in cash, shares or other securities,

property, assets, rights or other consideration, including through any distribution, dividend, loan, advance, reimbursement, setoff, credit,

assumption of liabilities, guarantee, granting or enforcement of a Lien, transfer to an escrow or reserve account, purchase of assets

or securities, or payment to a third party for the benefit of the Anchor Investor.

“Restricted Appraisal Payment”

means any direct or indirect payment, prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance, satisfaction, compromise,

settlement or discharge of an Appraisal Rights Obligation, whether made in cash, shares or other securities, property, assets, rights

or other consideration, other than the payment of statutory interest.

“Variable

Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any equity, warrants, or debt securities

that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares either (A) at a conversion

price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the

Common Shares at any time after the initial issuance of such security, or (B) with a conversion, exercise or exchange price that is subject

to being reset at some future date after the initial issuance of such security or upon the occurrence of specified or contingent events

directly or indirectly related to the business of the Company or the market for the Common Shares (including, without limitation, any

“full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection

for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (ii) enters into or effects

any agreement, including but not limited to an “equity line of credit,” “ATM agreement” or other continuous offering

or similar offering of Common Shares.

5. REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.

(a) Register.

The Company shall maintain at its principal executive offices or with the Transfer Agent (or at such other office or agency of the Company

as it may designate by notice to each holder of Securities), a register for the Convertible Debentures in which the Company shall record

the name and address of the Person in whose name the Convertible Debentures have been issued (including the name and address of each transferee),

the amount of Convertible Debentures held by such Person. The Company shall keep the register open and available at all times during business

hours for inspection of any Buyer or its legal representatives. The Company hereby irrevocably agrees that it shall not require medallion

guarantees in connection with any assignments or transfers of Common Shares by the Buyer to any third party. The Company hereby authorizes

its then-current transfer agent to rely on the foregoing and that the Company hereby indemnifies and agrees to hold its then-current transfer

agent harmless from any liability related to its complying with the foregoing. Upon request by the Buyer, the Company further agrees to

promptly provide its then-current transfer agent with additional authorizations or indemnifications as may so request.

(b) Transfer

Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any

transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a

Buyer or in connection with a pledge as contemplated herein, the Company may require the transferor thereof to provide to the Company

an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall

be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities

under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement

and shall have the rights and obligations of a Buyer under this Agreement.

Procedures. The form of Conversion Notice included in the Convertible Debentures set forth the totality of the procedures required

of the Buyers in order to convert the Convertible Debentures. Except as provided in Section 2(f) and Section 5(b), no additional legal

opinion, other information or instructions shall be required of the Buyers to convert their Convertible Debentures. The Company shall

honor conversions of the Convertible Debentures and shall deliver the Conversion Shares in accordance with the terms, conditions and time

periods set forth in the Convertible Debentures.

6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

The obligation of the Company

hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each

Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived

by the Company at any time in its sole discretion in accordance with the terms of Section 9(k):

(a) Such

Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(b) Such

Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld

pursuant to Section 4(d), if any) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately

available funds in accordance with a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer

and the wire transfer instructions of the Company (the “Closing Statement”).

representations and warranties of such Buyer shall be true and correct in all material respects (other than representations and warranties

qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of each Closing Date as though

originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct

as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements

and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

(d) No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by

any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by

the Transaction Documents.

(e) Solely

with respect to the Second Closing, the Registration Statement shall be filed with the SEC in accordance with the provisions set forth

in the Registration Rights Agreement, including the effectiveness deadline set forth therein.

(f) With

respect to Third Closing, the Registration Statement shall be effective in accordance with the provisions set forth in the Registration

Rights Agreement, including the effectiveness deadline set forth therein.

7. CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.

The obligation of each Buyer hereunder to purchase

its Convertible Debentures at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions,

provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion in

accordance with the terms of Section 9(k):

(a) The

Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company

shall have duly executed and delivered to such Buyer a Convertible Debenture with a principal amount corresponding to the Subscription

Amount set forth opposite such Buyer’s name on the Schedule of Buyers attached as Schedule I for the Closing.

(b) Such

Buyer shall have received the opinion of counsel to the Company, dated as of the First Closing Date, in the form reasonably acceptable

to such Buyer.

Company shall have delivered to each Buyer copies of its and each Subsidiaries copies of its charter, as well as any shareholder or operating

agreements by or among the shareholders or members of any of the Company’s Subsidiaries.

(d) The

Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company as of a date within

ten (10) days of the Closing Date.

(e) Each

and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and

warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of each Closing

Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be

true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,

agreements and conditions set forth in each Transaction Document required to be performed, satisfied or complied with by the Company at

or prior to each Closing Date.

(f) The

Common Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended,

as of each Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the

Principal Market have been threatened, as of each Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by receiving

a notification from the Principal Market of falling below the minimum maintenance requirements of the Principal Market that is not subject

to a cure period.

(g) The

Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the

Securities, including without limitation, those required by the Principal Market, if any.

(h) No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by

any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by

the Transaction Documents.

(i) Since

the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be

expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures).

(j) Such

Buyer shall have received the Closing Statement.

(k) (i)

From the date hereof to the applicable Closing Date, trading in the Common Shares shall not have been suspended by the SEC or the Principal

Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior

to the Closing), and (ii) at any time from the date hereof to the applicable Closing Date, trading in securities generally as reported

by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades

are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States

or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international

calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable

judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

(l) The

board of directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been

amended, rescinded or materially modified and remains in full force and effect as of such Closing, and a true, correct and complete copy

of such resolutions duly adopted by the board of directors of the Company shall have been provided to the Buyers.

(m) The

Company shall have delivered to the Buyer a compliance certificate executed by an executive officer of the Company certifying that Company

has complied with all of the conditions precedent to the applicable Closing set forth herein and which may be relied upon by the Buyer

as evidence of satisfaction of such conditions without any obligation to independently verify.

(n) The

Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions

contemplated by this Agreement as such Buyer or its counsel may reasonably request.

(o) The

registration statement on Form S-1 filed on September 8, 2026 (Registration No. 333-298787) shall have been declared effective by the

SEC.

(p) Solely

with respect to the Second Closing, the Registration Statement shall be filed with the SEC in accordance with the provisions set forth

in the Registration Rights Agreement, including the filing deadline set forth therein.

(q) Solely

with respect to the Third Closing, the Company shall have received the grant from the Korean government as described in the Company’s

Form 8-K filed on August 27, 2026, in an amount of approximately $20 million.

(r) Solely

with respect to the Third Closing, the Registration Statement shall be effective in accordance with the provisions set forth in the Registration

Rights Agreement, including the effectiveness deadline set forth therein.

8. TERMINATION.

In the event that

the First Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then either such Buyer or the

Company shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close

of business on such date without liability of such terminating party to any other party; provided, however, (i) the right to terminate

this Agreement under this Section 8 shall not be available to such a party if the failure of the transactions contemplated by this Agreement

to have been consummated by such date is the result of such party’s breach of this Agreement and (ii) the abandonment of the sale and

purchase of the Convertible Debentures shall be applicable only to such Buyer providing such written notice, provided further that no

such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described herein.

Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms

and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance

by any other party of its obligations under this Agreement or the other Transaction Documents.

9. MISCELLANEOUS.

(a) Governing

Law. This Agreement and the rights and obligations of the parties hereunder shall, in all respects, be governed by, and construed

in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (including Section 5-1401 and Section

5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.

(b) Jurisdiction;

Venue; Service.

(i) The

Company and each Buyer hereby irrevocably consent to the non-exclusive personal jurisdiction of the state courts of the State of New York

(the “Governing Jurisdiction”) and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction

of any United States District Court for the Governing Jurisdiction.

(ii) The

Company and each Buyer agree that venue shall be proper in any court of the Governing Jurisdiction selected by the Buyer or, if a basis

for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company and each Buyer waive any

right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or

equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis

of improper venue or inconvenience of forum.

(iii) Any

suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise,

brought either party against the other party arising out of or based upon this Agreement or any matter relating to this Agreement, or

any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company

and each Buyer agree that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation

or proceeding brought by one party against another party in any court outside the Governing Jurisdiction should be dismissed or transferred

to a court located in the Governing Jurisdiction. Furthermore, each party irrevocably and unconditionally agrees that it will not bring

or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract

or in tort or otherwise, against the other party arising out of or based upon this Agreement or any matter relating to this Agreement,

or any other Transaction Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting

in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof,

and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in

respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the

fullest extent permitted by applicable law, in such federal court. Each party agrees that a final judgment in any such suit, claim, action,

litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner

provided by law.

(iv) The

Company and the Buyer irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action,

litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address provided

for notices in this Agreement, such service to become effective thirty (30) days after the date of mailing.

(v) Nothing

herein shall affect the right of the Buyer to serve process in any other manner permitted by law or to commence legal proceedings or to

otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY MATTER

RELATING TO THIS AGREEMENT, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A

WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR

RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(d) Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature

is delivered by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall

create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect

as if such signature page were an original thereof.

(e) Headings;

Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of,

this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,

neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like

import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”

“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(f) Entire

Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer, the Company, their

affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced

herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically

set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect

to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the party to be charged

with enforcement. As a material inducement for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees

that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall

affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s

representations and warranties contained in this Agreement or any other Transaction Document and (y) unless a provision of this Agreement

or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,” nothing

contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be

an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document.

(g) Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally

or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly

addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses for such communications

shall be:

If to the Company, to:

EVOLUTION METALS & TECHNOLOGIES CORP.

4040 NE 2nd Ave, Ste 349

Miami, Florida 33137

Telephone: 561-225-3205

Attention:

David Wilcox

Frank Moon

Andrew Knaggs

Christopher Clower

E-Mail:

david.wilcox@evolution-metals.com

frank.moon@evolution-metals.com

andrew.knaggs@evolution-metals.com

christopher.clower@evolution-metals.com

With Copy to:

John Arrastia

4040 NE 2nd Ave, Ste 349

Miami, Florida 33137

Telephone: 561-225-3205

Attention: John Arrastia

E-Mail: john.arrastia@evolution-metals.com

to a Buyer, to its address and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set

forth on the Schedule of Buyers,

With copy to:

David Fine, Esq.

c/o Yorkville Advisors Global, LP

1012 Springfield Avenue

Mountainside, NJ 07092

Email: legal@yorkvilleadvisors.com

or to such other address, e-mail

address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party

five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,

waiver or other communication, (B) electronically generated by the sender’s e-mail service provider containing the time, date, recipient

e-mail address or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile

or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively

(h) Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,

including any purchasers of any of the Convertible Debentures (but excluding any purchasers of Underlying Securities, unless pursuant

to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or obligations hereunder without the

prior written consent of the Buyers. In connection with any transfer of any or all of its Securities, a Buyer may assign all, or a portion,

of its rights and obligations hereunder in connection with such Securities without the consent of the Company, in which event such assignee

shall be deemed to be a Buyer hereunder with respect to such transferred Securities.

(i) Indemnification.

(i) In

consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition

to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless

each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct

or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained

in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against

any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection

therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including

reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result

of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company in any

of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any

of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third

party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves

such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents,

(B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities,

or (C) any disclosure properly made to such Buyer pursuant to Section 4(g), or (D) the status of such Buyer or holder of the Securities

either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement

(including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief);

provided, however, that the company shall not be liable to any indemnitee to the extent such indemnified liabilities arise directly from

the gross negligence, fraud, or willful misconduct of such indemnitee, or from any breach by such indemnitee of its representations, warranties,

covenants, or agreements contained in this agreement. To the extent that the foregoing undertaking by the Company may be unenforceable

for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities

which is permissible under applicable law.

(ii) Promptly

after receipt by an Indemnitee under this Section 9(i) of notice of the commencement of any action or proceeding (including any governmental

action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against the

Company under this Section 9(i), deliver to the Company a written notice of the commencement thereof, and the Company shall have the right

to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually reasonably

satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel

with the fees and expenses of such counsel to be paid by the Company if: (A) the Company has agreed in writing to pay such fees and expenses;

(B) the Company shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory

to such Indemnitee in any such Indemnified Liability; or (C) the named parties to any such Indemnified Liability (including any impleaded

parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that a conflict of interest

is likely to exist if the same counsel were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the

Company in writing that it elects to employ separate counsel at the expense of the Company, then the Company shall not have the right

to assume the defense thereof and such counsel shall be at the expense of the Company), provided further, that in the case of clause (C)

above the Company shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees.

The Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified

Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such

action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense

or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding

effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its

consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any

settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such

Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include

any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be subrogated

to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification

has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall

not relieve the Company of any liability to the Indemnitee under this Section 9(i), except to the extent that the Company is materially

and adversely prejudiced in its ability to defend such action.

(iii) The

indemnification required by this Section 9(i) shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, within ten (10) days after bills supporting the Indemnified Liabilities are received by the Company.

(iv) The

indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against the Company

or others, and (B) any liabilities the Company may be subject to pursuant to the law.

(j) No

Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their

mutual intent, and no rules of strict construction will be applied against any party.

(k) No

Waiver. Any waiver by a party of any breach of any provision of this Agreement shall not operate as or be construed to be a waiver

of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon

strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the

right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No provision of this Agreement may

be waived or amended other than by a written agreement signed by the parties to this Agreement. No custom or practice of the parties at

variance with the terms hereof shall constitute a waiver by any party of its right to exercise any right, power or remedy available to

it hereunder or any other right, power or remedy or to demand strict compliance with the terms of this Agreement.

[REMAINDER PAGE

INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF,

each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of

the date first written above.

COMPANY:

EVOLUTION METALS & TECHNOLOGIES CORP.

By:

/s/ David Wilcox

Name:

David Wilcox

Title:

Executive Chairman

IN WITNESS WHEREOF,

each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of

the date first written above.

BUYER:

YA II PN, LTD.

By:

Yorkville Advisors Global, LP

Its:

Investment Manager

By:

Yorkville Advisors Global II, LLC

Its:

General Partner

By:

/s/ Matt Beckmna

Name:

Matt Beckmna

Title:

Member

LIST OF EXHIBITS:

EXHIBIT A: FORM OF CONVERTIBLE DEBENTURE

EXHIBIT A

FORM OF CONVERTIBLE DEBENTURE

NEITHER THIS DEBENTURE NOR THE SECURITIES

INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED

IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

EVOLUTION

METALS & TECHNOLOGIES CORP.

Convertible

Debenture

Original Principal Amount: $[_________]

Issuance Date: [_________]

Number: EMAT-[4][5][6]